Your Directors take pleasure in presenting the 50^th Annual Report on the business and operations of your Company
together with the audited financial statements for the year ended March 31,2025.

State of the Company’s Affairs

Financial Results

The financial performance of your Company is as summarized below:

l? in Lakhs)

Results of Operations
Income

During the year under review, consolidated revenue
from operations was ^20,129.99 lakhs as compared to
^17,824.43 lakhs in the previous year. On a standalone
basis, your Company’s revenues from operations were
^17,120.70 lakhs as compared to ^15,334.04 lakhs in
the previous year.

Profit Before Tax

Consolidated profit before tax for the current year
was ^1,946.10 lakhs as against ^1,669.47 lakhs in the
previous year. On a standalone basis, your Company’s
profit before tax for the current year was ^1,919.05 lakhs
as against ^1,942.87 lakhs in the previous year.

Profit After Tax

Consolidated profit after tax for the current year was
^1,756.24 lakhs as against ^1,117.63 lakhs in the
previous year. On a standalone basis, your Company’s
profit after tax for the current year was ^1,722.36 lakhs
as against ^1,382.45 lakhs in the previous year.

Composite Scheme of Arrangement

The Board of Directors of the Company at its meeting
held on December 12, 2023 approved the Composite
Scheme of Arrangement between Chembond Material
Technologies Limited (formerly Chembond Chemicals
Limited) (“Demerged Company”/ “Transferee
Company”/”CMTL”) and Chembond Chemical
Specialties Limited (“Resulting Company”/”CCL”)

and Chembond Clean Water Technologies Limited
(“Transferor Company No. 1” or “CCWTL”) and
Chembond Material Technologies Private Limited
(“Transferor Company No. 2” or “CMTPL”) and Phiroze
Sethna Private Limited (“Transferor Company No. 3” or
“PSPL”) and Gramos Chemicals (India) Private Limited
(“Transferor Company no. 4” or “GCIPL”) and their
respective shareholders under Sections 230 to 232 and
other applicable provisions of the Companies Act, 2013
(“the Act”).

The Scheme envisaged transfer of Construction
Chemical and Water Treatment (“CC & WT”) business
to Chembond Chemical Specialties Limited - Resulting
Company by way of demerger and post demerger,
amalgamation of CCWTL with Resulting Company
(Amalgamation I) and amalgamation of CMTPL, PSPL
and GCIPL with Demerged Company (Amalgamation
II). The National Company Law Tribunal (NCLT) has
approved the Scheme vide its order dated April 7, 2025
and the Scheme has become effective from Saturday,
May 03, 2025.

Pursuant to Clause 42 of the Composite Scheme of
Arrangement, the name of the Company has changed
from ‘Chembond Chemicals Limited’ to ‘Chembond
Material Technologies Limited’ with effect from
May 27, 2025.

Change in the Nature of Business

After the approval of the Composite Scheme of
Arrangement the Company continues to engage
in manufacturing specialty chemicals like high
performance coatings, automotive sealants, metal
treatment chemicals, engineering adhesives, and
animal health and industrial biotech products.

Dividend

The Board of Directors have recommended final
dividend of ?1.75 (Rupee One and Paisa Seventy Five
only) per share (35%) for the financial year ended March
31,2025.

In view of the changes made under the Income-Tax
Act, 1961, by the Finance Act, 2020, dividends paid or
distributed by the Company shall be taxable in the hands
of the Shareholders. Your Company shall, accordingly,
make the payment of the final Dividend after deduction
of tax at source.

In accordance with Regulation 43A of the Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015
(“the Listing Regulations”), the Board of Directors

of the Company has voluntarily adopted a Dividend
Distribution Policy (“Policy”) which endeavors
for fairness, consistency and sustainability while
distributing profits to the shareholders. Dividend
payout is in accordance with the Policy which
is available on the website of the Company i.e.
https://chembond.in/all-policies/.

Share Capital

The movement of Paid-up Equity Capital is as under:

During the year 2024-25, there was no change in the
Paid-up capital of the Company.

Pursuant to the Composite Scheme of Arrangement the
Authorised Share Capital of the Company increased
w.e.f. the appointed date i.e. April 1,2024 as given below:

Your Company has only one class of Equity Shares
and it has neither issued shares with differential rights
for dividend, voting or otherwise, nor issued shares
(including sweat equity shares) to the employees or
Directors of the Company, under any Scheme.

No disclosure is required under Section 67(3)(c) of the
Act in respect of voting rights not exercised directly
by the employees or Key Managerial Personnel of the
Company as the provisions of the Section are not
applicable.

Deposits

The Company has not accepted any deposits within
the meaning of Section 73 of the Act read with the
Companies (Acceptance of Deposits) Rules, 2014 as
amended from time to time.

Transfer to Reserves

The Board of Directors has decided to retain the entire
amount of profits for FY 2024-25 in the retained earnings.
(Previous year Nil)

Directors

The Company recognizes the importance of a diverse
Board in the growth and success of the organization.
It is also crucial for effective corporate governance
and improved organizational performance. It helps
enhance decision-making, fostering a wider range
of perspectives, leading to better understanding of
stakeholders and improved risk management. Diversity
also boosts innovation, reflects the diversity of the
company’s stakeholders, and can positively impact
financial performance and reputation.

As on the date of this report, the Board of the Company
consists of six Directors comprising of one Non¬
executive Non-Independent Director, two Executive
Directors, and three Independent Directors, of whom
one is a Woman. The Chairman of the Board is an
Executive Director.

Director retiring by rotation

In accordance with the provisions of Section 152(6)
of the Act, Mr. Nirmal V. Shah (DIN:00083853) Non¬
executive Director, retires by rotation and being eligible,
offers himself for re-appointment. His background is
given in the Notice, which forms part of Annual Report.

Appointment of Director

Based on the recommendation of Nomination and
Remuneration Committee (NRC) and in accordance
with the provisions of the Act and the Listing Regulations,
the Company appointed Mr. Mayank P. Shah
(DIN:01655046) and Mrs. Gorsi A. Parekh
(DIN:00343194) as Additional (Non-executive and
Independent) Directors of the Company for a period of
five (5) years w.e.f. March 22, 2025 till March 21, 2030
and shareholders’ approval of the same was accorded
through Postal Ballot on May 27, 2025.

Based on the recommendation of the NRC, Mr. Jaywant
K. Tawade (DIN:08231649) was appointed as an
Additional (Executive) Director of the Company for a
period of three (3) years, w.e.f. May 31, 2025 subject to
approval of the Members of the Company in the ensuing
General Meeting.

After the date of the Board’s Report, based on the
recommendations of the NRC, Mr. Kamal Tandon
(DIN:09664746) was appointed as an Additional
(Independent) Director of the Company for a period of
five years (5) w.e.f. July 16, 2025 till July 15, 2030 subject
to approval of the Members of the Company in the
ensuing General Meeting.

Retirement / Resignation / Re-designation of
Directors

Mr. Mahendra Ghelani (DIN:01108297) and Mr. Sushil
Lakhani (DIN:01578957) ceased to be Independent
Directors of the Company on August 8, 2024 upon
completion of their second consecutive term of
appointment.

Mrs. Saraswati Sankar (DIN:07133249) ceased to be
an Independent Director of the Company on March 23,
2025 upon completion of her second consecutive term
of appointment.

Dr. Prakash Trivedi (DIN:00231288) ceased to be an
Independent Director of the Company on May 20, 2025
upon completion of his second consecutive term of
appointment.

Mr. Ashwin R. Nagarwadia (DIN:00466681), a Non¬
executive Director stepped down from his position as
a Director of the Company due to advancing age and
associated concerns about being able to contribute to
the Board in the future with the same energy with effect
from May 30, 2025.

Mr. Nirmal V. Shah (DIN:00083853) stepped down from
the position of Vice-Chairman and Managing Director,
w.e.f. May 30, 2025 due to the fact that he will be
CMD of the resulting company, Chembond Chemical
Specialties Limited. Mr. Nirmal V. Shah shall continue
as a Non-executive Director of the Company.

The Board acknowledges and expresses its heartfelt
gratitude for the exceptional contributions made by Mr.
Mahendra Ghelani, Mr. Sushil Lakhani, Mrs. Saraswati
Sankar, Dr. Prakash Trivedi, and Mr. Ashwin Nagarwadia
during their association with the Company.

Re-appointment

Mr. Sameer V. Shah (DIN:00105721) was re-appointed
as the Chairman & Managing Director of the Company

based on the recommendation of the NRC and the
Board of Directors at its meeting held on May 30, 2025
for a period of three years w.e.f. August 1, 2025 to July
31,2028 subject to approval of Members at the ensuing
General Meeting.

Inter-se relationship between Directors

Mr. Sameer V. Shah, Chairman & Managing Director and
Mr. Nirmal V. Shah, Non-executive Director are relatives
(siblings). Apart from this none of the Directors of the
Company are in any way related to each other.

Declaration by Independent Directors

All the Independent Directors of the Company have
furnished a declaration to the effect that they meet
the criteria of independence as provided in Section
149(6) of the Act and Regulations 16(1)(b) and 25 of the
Listing Regulations. In the opinion of the Board, all the
Independent Directors possess the integrity, expertise
and experience including the proficiency required to
be Independent Directors of the Company, fulfil the
conditions of independence as specified in the Act
and the Listing Regulations and are independent of the
management and have also complied with the Code for
Independent Directors as prescribed in Schedule IV of
the Act.

Further declaration of independence as required under
the Listing Regulations were also given by the Directors.

Policy on Directors appointment and remuneration

The Company has put in place an appropriate policy
on appointment and remuneration of Directors and
other matters provided under Section 178(3) of the
Act. This policy is uploaded on the Company’s website
https://chembond.in/all-policies/. Salient features
of the policy on remuneration of Directors have been
disclosed in the Notice of this Annual Report.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act,
Mr. Sameer V. Shah, Chairman & Managing Director, Mrs.
Rashmi Gavli, Chief Financial Officer and Mrs. Suchita
Singh, Company Secretary are the Key Managerial
Personnel of the Company as on the date of this Report.

Number of Board Meetings

Five (5) meetings of the Board were held during the
year under review, details of which are furnished in
the Corporate Governance Report forming part of the
Annual Report. The maximum gap between two Board
Meetings did not exceed 120 days, as prescribed under
the Act.

Performance Evaluation And Its Criteria

The Board of Directors have carried out an evaluation
of its own performance and that of its Committees
and of the individual Directors for the year pursuant to
the provisions of the Act and Corporate Governance
requirements as prescribed by the Listing Regulations.

The performance of the Board and its Committees was
evaluated by the Board after seeking inputs from the
Board / Committee Members based on criteria such as
composition of the Board / Committees and structure,
effectiveness of the Board / Committee processes,
providing of information and functioning etc. The Board
and the NRC reviewed the performance of individual
Directors based on criteria such as attendance in Board
/ Committee meetings, contribution in the meetings like
preparedness on issues to be discussed etc.

The Independent Directors at its separate meeting
held on February 20, 2025, reviewed the performance
of Non-Independent Directors and performance of the
Board as a whole, performance of the Chairman of the
Company taking into account the views of Executive
and Non-executive Directors and assessed the quality,
quantity and timeliness of flow of information to the
Board to perform their duties effectively and reasonably.

Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board of
Directors, to the best of their knowledge and ability, in
respect of the year ended March 31,2025, confirm that:

(a) in the preparation of the annual accounts, the
applicable accounting standards have been
followed and that there are no material departures;

(b) they have selected such accounting policies and
applied them consistently and made judgments
and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and
of the profit of the Company for that period;

(c) they took proper and sufficient care for the
maintenance of adequate accounting records
in accordance with the provisions of this Act for
safeguarding the assets of the Company and
for preventing and detecting fraud and other
irregularities;

(d) they prepared the annual accounts on a going
concern basis;

(e) they laid down internal financial controls to be
followed by the Company and that such internal
financial controls are adequate and were operating
effectively; and

(f) they devised proper systems to ensure compliance
with the provisions of all applicable laws and
that such systems were adequate and operating
effectively.

Audit Committee

The details in respect of role/powers/composition of the
Audit Committee and other information are included in
the Corporate Governance Report forming part of this
Annual Report.

Auditor’s and Auditor’s Report
Statutory Auditor

M/s. Bathiya & Associates, LLP, Chartered Accountants
(FRN:101046W/W100063) name changed to S H B A
& CO LLP with effect from December 17, 2024 were
appointed for second term as the Statutory Auditor of
the Company for a period of five (5) consecutive years at
the 48^th Annual General Meeting (AGM) held on August
19, 2023 until the conclusion of the 53^rd AGM to be held
in FY 2028. However, the Auditors have expressed their
intention to resign as Statutory Auditor of Company from
the date of the ensuing 50^th AGM vide their letter dated
May 27, 2025 placed before the Audit Committee and
Board at its meeting held on May 30, 2025, following the
completion of the statutory audit for the financial year
ended March 31, 2025 and the limited review for the
quarter ending June 30, 2025 in view of the restructuring
in the Company pursuant to Composite Scheme
of Arrangement and their continuation as Statutory
Auditors of the resulting company viz. Chembond
Chemical Specialties Limited.

The Board at its meeting held on May 30, 2025 based
on the recommendation of Audit Committee have
recommended appointment of M/s. Kastury & Talati,
Chartered Accountants (Firm Reg. No. 104908W) as
Statutory Auditor of the Company from the date of
ensuing 50^th AGM for a term of five (5) years i.e. till the
55^th AGM to be held in the year 2030, subject to approval
of the shareholders.

The Report given by the Auditors on the financial
statements of the Company is part of this Report.
There has been no modified opinion, qualification,
reservation, adverse remark or disclaimer given by the
Auditors in their Report during the year under review
and the observations and comments given in the report

of the Statutory Auditors read together with Notes to
Accounts are self-explanatory and hence do not call for
any further explanation or comments under Section 134
(f)(i) of the Act.

Cost Auditor

As per the requirement of Central Government and
pursuant to Section 148 of the Act read with the
Companies (Cost Records and Audit) Rules, 2014 as
amended from time to time, your Company has been
carrying out audit of cost records every year.

The Board of Directors on the recommendation of Audit
Committee, at their meeting held on May 30, 2025
appointed M/s. Aatish & Associates, Cost & Management
Accountants, Mumbai, (FRN: 006726/Membership No.
30105) as the Cost Auditor to conduct audit of the cost
records of the Company for FY 2025-26. The Company
is seeking the approval of the Shareholders for the
remuneration to be paid to M/s. Aatish & Associates,
Cost & Management Accountant for the FY ending
March 31,2026.

M/s. Aatish & Associates have confirmed that they
are free from disqualification specified under Section
141(3) and proviso to Section 148(3) read with Section
141(4) of the Act and that the appointment meets the
requirements of Section 141(3)(g) of the Act. They have
further confirmed their independent status and an arm’s
length relationship with the Company.

The relevant Cost Audit Report for the FY 2023-24 was
filed with Ministry of Corporate Affairs on August 30,
2024 in Form CRA-4.

Secretarial Auditor & Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act,
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, and Regulation
24A of the Listing Regulations, Board of Directors of
the Company has recommended appointment of Mr.
Virendra G. Bhatt, Practicing Company Secretary (C.P.
No.: 124) to undertake the Secretarial Audit of the
Company for the period of five (5) years from FY 2025¬
26 till FY 2029-30 subject to approval of shareholders at
the ensuing General Meeting at such remuneration as
shall be fixed by the Board of Directors of the Company.
The Company has received their written consent and
confirmation that the appointment will be in accordance
with the applicable provisions of the Act and rules
framed thereunder.

The Secretarial Audit Report in Form MR- 3 for the
Financial Year ended March 31,2025 has been annexed
as Annexure 1.

There are no qualification, reservation, adverse remark
or disclaimer given by the Secretarial auditor in their
report for the year under review.

Reporting of Fraud

During the year under review, the Statutory Auditor,
Cost Auditor and Secretarial Auditor have not reported
any instances of frauds committed in the Company by
its officers or employees, to the Audit Committee under
Section 143(12) of the Act details of which needs to be
mentioned in this Annual Report.

Subsidiary

Your Company has one subsidiary company namely
Chembond Biosciences Limited.

The details of financial performance of the subsidiary
are given in AOC-I as Annexure 2.

Further, pursuant to the provisions of Section 136
of the Act, the standalone financial statements of
the Company, consolidated financial statements
along with relevant documents and separate
audited financial statements in respect of
subsidiary, are available on the Company’s website
https://chembond.in/subsidiary-financials/.

Pursuant to the effectiveness of the Composite Scheme
of Arrangement approved by The Hon’ble National
CompanyLawTribunal, Mumbai Bench, Court Ivideorder
C.P.(CAA)/23(MB)2025 C/W C.A.(CAA)/162(MB)2024
on April 7, 2025 the following Companies have ceased
to be subsidiaries of the Company.

i. Chembond Chemical Specialties Limited (CCSL)

ii. Chembond Calvatis Industrial Hygiene Systems
Limited

iii. Chembond Clean Water Technologies Limited
(merged with CCSL w.e.f. May 3, 2025)

iv. Chembond Distribution Limited

v. Chembond Material Technologies Private Limited
(merged with CMTL w.e.f. May 3, 2025)

vi. Chembond Water Technologies Limited

vii. Chembond Water Technologies (Malaysia) Sdn.
Bhd.

viii. Chembond Water Technologies (Thailand) Co.

Ltd.

ix. Phiroze Sethna Private Limited (merged with CMTL
w.e.f. May 3, 2025)

x. Gramos Chemicals India Private Limited (merged
with CMTL w.e.f. May 3, 2025)

The said Scheme was implemented with the objective
of restructuring and streamlining the group’s operations
for better strategic alignment and operational efficiency.
Consequently, the above-mentioned companies have
been transferred or reorganized in accordance with
the terms of the Scheme and applicable regulatory
approvals.

Remuneration to Directors and Key Managerial
Personnel

The information required under Section 197(12) of the
Act read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, as amended, is given in Annexure 3.

Particulars of Employees

The statement containing particulars of employees as
required under Section 197 of the Act read with Rule
5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, as amended, will
be provided upon request to the Company. None of the
employees of the Company are being paid remuneration
exceeding the prescribed limit under the said provisions
and Rules.

Remuneration to Managing Director from wholly
owned subsidiary

During the FY 2024-25, Mr. Sameer V. Shah - Chairman
& Managing Director received remuneration of ^37.13
lakhs from Chembond Biosciences Limited, WOS
Company.

Incentive / Commission to Directors

No commission was paid to the Non-executive Directors
for FY 2024-25.

Policies and Disclosure Requirements

In terms of the provisions of the Act and the Listing
Regulations, the Company has adopted all the applicable
policies. The policies are available on the website of
the Company at https://chembond.in/all-policies/.
All Directors and Senior Management Personnel have
affirmed their adherence to the provisions of the Code of
Conduct during the FY 2024-25. The Company’s policy
on Directors’ appointment, remuneration and other
matters provided in Section 178(3) of the Act forms part
of Nomination and Remuneration Policy and has been
disclosed in the Corporate Governance Report.

Risk Management

As per the requirements of the Listing Regulations, a
Risk Management Committee was constituted with
the responsibility of preparation of a Risk Management

Plan, reviewing and monitoring the same on regular
basis, to identify and review critical risks on regular
basis, to report key changes in critical risks to the Board
on an on-going basis, to report critical risks to the Audit
Committee in detail on a yearly basis and such other
functions as may be prescribed by the Board. The
Company has its Risk Management Plan & Policy in place
which is also displayed on the website of the Company
i.e. https://chembond.in/all-policies/. In the opinion of
the Board, during the FY 2024-25, no elements of risk
which may threaten the existence of the Company were
noticed by the Board. The Committee monitors the
risk management plan and ensures its effectiveness.
The details of Committee are set out in the Corporate
Governance Report.

Internal Financial Control System

The Board is responsible for establishing and maintaining
adequate internal financial control as per Section 134 of
the Act.

Your Company has in place an adequate system of
internal controls to ensure compliance with various
policies, practices and statutes. The Company
maintains robust internal financial controls systems
and processes that are commensurate with the size,
nature, geographical spread and complexities of its
operation both at entity and process levels of the
Company. Management exercises financial control on
the operations through standard operating procedures
covering all financial and operating functions which
is designed to provide a reasonable assurance with
regards to maintaining of proper accounting controls for
ensuring reliability of financial reporting, effectiveness
and efficiency of operations, safeguarding assets
from unauthorized use or losses and compliance with
applicable laws and regulations. Key controls have been
tested during the year and corrective and preventive
actions has been taken for any weakness. During the
year no frauds were detected or reported to the Audit
Committee.

Corporate Governance & Vigil Mechanism

A separate Corporate Governance Report on compliance
with Corporate Governance requirements as required
under Regulation 34(3) read with Schedule V of the
Listing Regulations forms part of this Annual Report. The
same has been reviewed and certified by Mr. Virendra
G. Bhatt, Practicing Company Secretary, the Secretarial
Auditor of the Company and Compliance Certificate in
respect thereof is attached as Annexure 4.

The Company has formulated a Whistle Blower
Policy, details of which are furnished in the Corporate
Governance Report, thereby establishing a vigil
mechanism for Directors and permanent employees
for reporting genuine concerns or grievances, if any,
about unethical behaviour, actual or suspected fraud
or violation of Company’s Code of Conduct or policies.
It also provides adequate safeguards against the
victimization of employees and allows direct access
to the chairperson of Audit Committee in appropriate
or exceptional cases. The vigil mechanism / whistle
blower policy is available on Company’s website
https://chembond.in/all-policies/.

Corporate Social Responsibility

Pursuant to Section 135 of the Act read with the
Companies (Corporate Social Responsibility Policy)
Rules, 2014 as amended from time to time, the Board
of Directors of the Company has duly constituted the
Corporate Social Responsibility (CSR) Committee,
adopted CSR policy and spent amount on CSR activities
in accordance with the Act, applicable to your Company.

The Company reviews and revises its CSR Policy
pursuant to the Companies (Corporate Social
Responsibility) Amendment Rules, 2021 from time to
time. The CSR policy is available on Company’s website
at https://chembond.in/all-policies/.

The key philosophy of all CSR initiatives of the Company
is guided by three core commitments of Scale, Impact
and Sustainability. For other details regarding the CSR
Committee, please refer to the Corporate Governance
Report, which is part of this Annual report.

During the year, the Company has spent ^18.60 lakhs
on CSR activities through Visan Trust. The Company has
identified focus areas of engagement which have been
enumerated in the Annual Report on CSR Activities
attached as Annexure 5.

Particulars of Related Party Transactions

All transactions entered into with related parties
during the financial year were in the ordinary course of
business and on arm’s length basis and do not attract
the provisions of Section 188(1) of the Act. Accordingly,
the prescribed form AOC-2 is not applicable to your
Company for FY 2025 and hence, does not form part
of this report. Suitable disclosures as required by
the Indian Accounting Standards (Ind AS-24) have
been made in the notes to the Financial Statements.
The Board has a policy for related party transactions
which has been uploaded on the Company’s website
https://chembond.in/all-policies/.

The Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy,
technology absorption and foreign exchange earnings
and outgo, as required to be disclosed under Section
134(3)(m) of the Act read with Rule 8(3) of the Companies
(Account) Rules, 2014, as amended from time to time,
are provided in Annexure 6.

Particulars of Loans, Guarantees and Investments

Details of loans, guarantees and investments have been
disclosed in the Financial Statements.

Promoter & Promoter Group

The Promoter & Promoter Group’s holding in the
Company as on March 31, 2025 was 67.65% of the
Paid-up Equity Capital. The members may note that the
shareholding and other details of Promoters has been
provided in the Annual Return.

Annual Return as on March 31,2025

The Annual Return as provided under Section 92(3)
read with Section 134(3)(a) of the Act as prescribed in
Form No. MGT-7 of the Companies (Management and
Administration) Rules, 2014, is available on the website
of the company at https://chembond.in/annual-reports/.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the
year under review, as stipulated under the Listing
Regulations, is presented in a separate section, forming
part of this Annual Report.

Transfer to Investor Education and Protection Fund

Members are requested to note that all unpaid /
unclaimed dividends for a period of seven consecutive
years from the date of transfer to the Company’s Unpaid
Dividend Account, shall be transferred by the Company
to the Investor Education and Protection Fund (IEPF
Fund) established by the Central Government. Further,
pursuant to the provisions of Section 124 of the Act read
with Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016,
as amended from time to time, all shares on which
dividend has not been paid or claimed for seven
consecutive years or more shall be transferred to IEPF
Authority as notified by the Ministry of Corporate Affairs.

The Company has transferred shares to the demat
account of the IEPF authority in respect of which
dividend has not been claimed for seven consecutive
years or more. It had communicated to all the concerned

shareholders individually whose shares were liable
to be transferred to IEPF. The Company had also given
newspaper advertisements, before such transfer in
favour of IEPF and also uploaded the details of such
shareholders and shares transferred on the website of
the Company.

The Members/Claimants whose shares and unclaimed
dividend amount have been transferred to IEPF may
claim the shares or apply for refund by making an
application to IEPF Authority in Form IEPF-5 (available
on www.iepf.gov.in). The Member/Claimant can file only
one consolidated claim in a Financial Year as per the
IEPF Rules.

Prevention, Prohibition and Redressal of Sexual
Harassment of Women

The Company has in place an Anti-Sexual Harassment
Policy in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The policy for
Prevention of Sexual Harassment at workplace is
available on the website of the Company https://
chembond.in/all-policies/. Internal Complaints
Committee (ICC) has been set up to redress complaints
received regarding sexual harassment. All employees
(permanent, contractual, temporary and trainees)
are covered under this policy. They are also provided
training about the Act. During the year under review, no
complaint was received.

Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report
for the year ended March 31, 2025 as stipulated under
Regulation 34 of the Listing Regulations is not applicable
to the Company.

Material changes and commitment

Except as disclosed elsewhere in the Report, there have
been no material changes and commitment affecting,
the financial position of your Company, which have
occurred between the end of the financial year of the
Company and the date of this Report.

Significant and Material Orders

During the year under review, there has been one
pending litigation against the Company and its Directors
whose order is yet to be received. The matter is explained
in detail in the Corporate Governance Section of the
Annual Report. Except this there has been no significant
and material order passed by the Regulators or Courts
or Tribunals impacting the going concern status of the
Company and its future operations.

Proceedings Pending under the Insolvency and
Bankruptcy Code

There are no such proceedings or appeals pending and
no applications has been filed under Insolvency and
Bankruptcy Code, 2016 during the year under review
and from the end of the financial year upto the date of
this report.

The details of difference between amount of the
valuation done at the time of One-time settlement
and the valuation done while taking loan from the
Banks or Financial Institutions

No such instance of One-time settlement or valuation
was done while taking or discharging loan from the
Banks/ Financial Institutions occurred during the year.

Compliance with Secretarial Standards

In terms of Section 118(10) of the Act, the Company
is complying with the Secretarial Standards issued
by the Institute of Company Secretaries of India (ICSI)
with respect to Meetings of Board of Directors and
General Meetings and such systems were adequate and
operating effectively.

Research and Development

The Company recognizes the need to have well equipped
R&D facilities to meet customer requirements and in

developing cutting edge products. As a natural corollary
your Company continues to invest in a comprehensive
Research and Development programme leveraging its
world-class infrastructure, benchmarked processes,
state-of-the-art technology and a business-focused
R&D strategy.

The Company has spent approx. ^73.86/- Lakhs during
the year under report on research and development.

Acknowledgements

Your Board wish to place on record their appreciation
and acknowledge with gratitude the support and co¬
operation extended by the Government authorities,
Bankers, customers, vendors, employees and members
during the year under review and look forward to their
continued support.

On behalf of the Board

sd/-

Sameer V. Shah

Chairman & Managing Director
DIN:00105721

Navi Mumbai
May 30,2025